Common use of Covenant Defeasance Clause in Contracts

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 and 4.15 4.16, 4.17 hereof and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 10.05 hereof and the Notes shall and Note Guarantees will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall and Note Guarantees will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the extent relating to the covenants that are released upon a subject to Covenant Defeasance), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5) and 6.01(a)(viii) (8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.033.09, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (vd) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(A) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), (4), (5), (6), (7) (solely with respect only as such clause 7 applies to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect 8) (only as such clause 8 applies to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSignificant Subsidiaries) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option specified in Section 10.3 applicable to this Section 8.03with respect to any Securities of or within a series, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantor shall be released from their respective obligations under the covenants contained in Sections 4.03Section 9.1, 4.04Section 9.2 and Section 3.5 through Section 3.10 inclusive, 4.05and, 4.07if specified pursuant to Section 2.3, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof their obligations under any other covenant with respect to such Securities and any Coupons appertaining thereto and the outstanding Notes related Guarantee on and after the date the conditions set forth in Section 8.04 hereof 10.6 are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and such Securities and any Coupons appertaining thereto and the Notes related Guarantee shall thereafter be deemed to be not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with Section 9.1, Section 9.2 and Section 3.5 through Section 3.10 inclusive, or such covenantsother covenant, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notes such Securities and the Guaranteesany Coupons appertaining thereto, the Issuer and the Guarantors Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default default or an Event of Default under Section 6.01 hereof5.1 or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees any Coupons appertaining thereto shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 4.19 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.12 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii6.01(c) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.038.04, (i) the Issuer Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be released from each of their obligations under the covenants contained in Sections 4.034.03 (other than with respect to the legal existence of the Co-Issuers), 4.04, 4.054.09 through 4.19, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.21 and 4.15 hereof and 5.01 (except for the covenants contained in clauses (iva)(1) and (va)(2) of Section 5.01(a), Sections 5.01(cthereof) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 8.05 are satisfied (hereinafter, “Covenant Defeasance”), (ii) the Co-Issuers and the Guarantors may cause the release of the Note Guarantees and of any Liens securing the Notes or the Guarantees, and (iii) the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Co-Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply comply, and any release of the Note Guarantees or of Liens securing the Notes or the Note Guarantees, shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.03 hereof8.04, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(10) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to any Outstanding Securities of or within a series, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants covenant contained in Sections 4.03Section 4.04 and, 4.04if specified as contemplated by Section 2.02, 4.05its obligations under any other covenant, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes such Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall such Securities will thereafter be deemed not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities and the related Securities Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the related Securities Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofwith respect to any Outstanding Securities of or within a series, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, clauses (4) through 6 of Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall 6.01 will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof hereof, and clauses (iv) and (v) of Section 5.01(a), and Sections 5.01(c5.01(e) and 5.01(d5.01(f) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s and the Guarantors, if applicable, exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and the Guarantors Guarantors, if applicable, shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from their its obligations under the covenants contained in Sections 4.034.3, 4.044.4, 4.054.7, 4.074.8, 4.08, 4.094.9, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance” and, together with legal defeasance, “defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and or any of the Guarantors Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.1(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto6), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto7) and 6.01(a)(viii(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.033.09, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.19 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.034.06, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.07 and 4.15 4.08 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance6.01(3), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) and (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to the Notes, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03Section 3.09, 4.04Section 4.02, Section 4.05, Section 4.06, Section 4.07, 4.08, Section 4.09, 4.10Section 5.01 and Section 5.02 of this Indenture and from the operation of Section 6.01(4) of this Indenture, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivthe bankruptcy provisions in Sections 6.01(5) and (vSection 6.01(6) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof this Indenture with respect to the outstanding Notes on Subsidiary Guarantors and after the date the conditions set forth in Section 8.04 hereof are satisfied 6.01(7) of this Indenture (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofhereof with respect to the Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii6.01(3) hereof (solely with respect to the covenants that are released upon a Covenant Defeasance)described in Sections 3.09, 6.01(a)(iv)4.02, 6.01(a)(v)4.05, 6.01(a)(vi4.06, 4.07, 5.01 and 5.02) (solely and Sections 6.01(4) and 6.01(6) with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Subsidiary Guarantors and Section 6.01(7) (solely shall not constitute an Event of Default with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Defaultthe Notes.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) 5.01 and 5.01(d) Section 10.04 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) Sections 6.01(3), (solely 4), (5), (6), (7), (8) (with respect to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries only), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi(9) (solely with respect to Restricted Significant Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoonly) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.17, 4.18 and 4.15 4.19 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and hereof, clauses (iv4) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors its Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.053.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.15 hereof 4.21 and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(dthe first sentence of Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 4.17 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. If the Issuers exercise the Covenant Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), 6.01(4) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(5), 6.01(a)(v6.01(6), 6.01(a)(vi6.01(7) (solely with respect to the Company’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(8) (solely with respect to the Company’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof and 4.17 hereof, clauses (iv4) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuers), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 relating to one or more series of Securities, the Issuer and the Guarantors Company shall, subject to upon the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.06 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.07 hereof with respect to the outstanding Notes Securities of the applicable series, and under any other covenants specified in the supplemental indenture or other terms of the applicable series as covenants to which this Section 8.03 apply, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“Covenant Defeasance”hereinafter, "COVENANT DEFEASANCE"), and the Notes Securities of the applicable series shall thereafter be deemed not “outstanding” "OUTSTANDING" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "OUTSTANDING" for all other purposes hereunder (it being understood that such Notes the Securities of the applicable series shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and "OUTSTANDING" Securities of the Guaranteesapplicable series, the Issuer and the Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 relating to one or more series of Securities, the Issuer and the Guarantors Company shall, subject to upon the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.05 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.06 hereof with respect to the outstanding Notes Securities of the applicable series, and under any other covenants specified in the supplemental indenture or other terms of the applicable series as covenants to which this Section 8.03 apply, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“Covenant Defeasance”hereinafter, "COVENANT DEFEASANCE"), and the Notes Securities of the applicable series shall thereafter be deemed not “outstanding” "OUTSTANDING" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "OUTSTANDING" for all other purposes hereunder (it being understood that such Notes the Securities of the applicable series shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and "OUTSTANDING" Securities of the Guaranteesapplicable series, the Issuer and the Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Article 4 (other than those in Sections 4.034.01, 4.044.02 and 4.06 and, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof solely with respect to the outstanding Notes Issuers, 4.14) and in clause (d) of Section 5.01 hereof on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer Issuers and the Guarantors any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(d) and 6.01(a)(viiiSections 6.01(f) through 6.01(h) hereof shall not constitute Events of Default. If the Issuers exercise their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.16 and 4.15 4.17 hereof and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 10.05 hereof and the Notes shall and Note Guarantees will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall and the Note Guarantees will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Company and the Guarantors Guarantors, if any, may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the extent relating to the covenants that are released upon a subject to Covenant Defeasance), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5) and 6.01(a)(viii) (8) hereof shall will not constitute Events of Default. Notwithstanding anything to the contrary contained herein, the Company’s and the Guarantors’ obligations under Section 7.07 shall survive a Covenant Defeasance.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Article 4 (other than those in Sections 4.034.01, 4.044.02, 4.054.06 and 4.14), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 Article 12 and 4.15 hereof and in clauses (ivd) and (ve) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer Issuers and the Guarantors any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(f) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(h) hereof shall not constitute Events of Default. If the Issuers exercise their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to the Notes, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03Section 3.09, 4.04Section 4.02, Section 4.05, Section 4.06, Section 4.07, 4.08, Section 4.09, 4.10Section 5.01 and Section 5.02 of this Indenture and from the operation of Section 6.01(4) of this Indenture, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivthe bankruptcy provisions in Sections 6.01(5) and (vSection 6.01(6) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof this Indenture with respect to the outstanding Notes on Subsidiary Guarantors and after the date the conditions set forth in Section 8.04 hereof are satisfied 6.01(7) of this Indenture (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofhereof with respect to the Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii6.01(3) hereof (solely with respect to the covenants that are released upon a Covenant Defeasance)described in Sections 3.09, 6.01(a)(iv)4.02, 6.01(a)(v)4.05, 6.01(a)(vi4.06, 4.07, 5.01 and 5.02) (and Sections 6.01(4) and 6.01(6) solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Subsidiary Guarantors and Section 6.01(7) (solely shall not constitute an Event of Default with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Defaultthe Notes.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Restricted Subsidiaries of Xxxx Las Vegas and the any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.13 and 4.15 through 4.29 inclusive hereof and clauses clause (iv) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and each of the Guarantors released may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasancethrough 6.01(h), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSection 6.01(j) and 6.01(a)(viiiSections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, each Guarantor shall be released from their its obligations under the covenants contained in Article 5 and in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 4.18 with respect to the outstanding Notes and Subsidiary Guarantees, if any, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes and the Subsidiary Guarantees, if any, shall thereafter be deemed to be not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes and Subsidiary Guarantees, if any, shall not be deemed outstanding for financial accounting purposes). For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, if any, the Issuer Company and the Guarantors any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01(c) or Section 6.01(d), but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Subsidiary Guarantees, if any, shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretothrough 6.01(f) and 6.01(a)(viiiSection 6.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.105.04, 4.115.06, 4.125.07, 4.135.08, 4.14 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17 and 4.15 6.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, Section 6.01(a)(iiiSections 7.01(d) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 7.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.105.04, 4.115.06, 4.125.07, 4.135.08, 4.14 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16 and 4.15 6.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, Section 6.01(a)(iiiSections 7.01(d) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 7.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.25 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of Notes (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.15 4.22 hereof and clauses clause (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0312.03, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.084.06, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.10 and 4.15 4.11 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) Article X hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 12.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesGuarantee, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(d) and 6.01(a)(viii6.01(e) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivSections 5.01(a)(iv), 5.01(a)(v), 5.01(b) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01(f) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii6.01(g) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii6.01(h) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuer, the Parent and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.044.05, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.10 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 4.11 with respect to the outstanding Notes Notes, and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to all Guarantees (other than the Guarantee of the Parent), on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Indenture, the Notes and the Guarantees Guarantee of the Parent shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, an Event of Default specified in Section 6.01(a)(iii6.01(3) (only with respect to covenants that are released as a result of such Covenant Defeasance) and 6.01(4), (5) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(viParent or any Significant Subsidiary) and (6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Parent or any Significant Subsidiary) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not will no longer constitute Events an Event of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivD) and through (vH) of Section 5.01(a5.01(a)(i), Sections 5.01(cSection 5.01(d), Section 5.01(e) and 5.01(d) Article X hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01(f) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(g) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(h) and 6.01(a)(viii6.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections Section 4.03, 4.04, 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, 4.14 Section 4.14, Section 4.15, Section 4.16, Section 4.18 and 4.15 hereof Section 4.19 and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(a)(4) hereof with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (such release and termination hereinafter referred to as “Covenant Defeasance”), and the such Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNote Guarantees with respect to such series, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, clauses (3) through (8) and clauses (11) and (12) of Section 6.01(a)(iii) (solely 6.01 hereof and, only with respect to Subsidiaries of the covenants that are released upon a Covenant DefeasanceCompany (other than any Issuer), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) clauses (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto9) and 6.01(a)(viii(10) of Section 6.01 hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) 5.01 and 5.01(d) Section 10.04 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of 120 any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) Sections 6.01(3), (solely 4), (5), (6), (7), (8) (with respect to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries only), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi(9) (solely with respect to Restricted Significant Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoonly) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 4.18 hereof and clauses clause (iv) and (v2) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default. If the Company exercises its Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Note Guarantee, and any security for the Notes (other than the trust) will be released.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof 1201 of the option applicable to this Section 8.031203, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from Issuers may terminate (i) their obligations under the covenants any covenant contained in Sections 4.031007 through 1015 and Section 1017, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivii) and (v) the operation of Section 5.01(a501(iv), Sections 5.01(cSection 501(v), Section 501(vi) and 5.01(d) hereof (except with respect to the outstanding Notes on Issuers), Section 501(vii) (except with respect to the Issuers) and after Section 501(iii) (with respect to the date covenants described in clause (i) above) and (iii) the conditions set forth limitations contained in Section 8.04 hereof are satisfied Sections 801(iii) and 801(iv) (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “outstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Section 501(iv), (v), (vi) (except with respect to the Issuers), (vii) (except with respect to the Issuers) and Section 501(viii) (with respect to the covenants described in clause (i) above) or because of the failure of the Issuers to comply with Section 801(iii) or 801(iv). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof501(iii), but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, with respect to Notes of any Series and subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17 and 4.15 4.18 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes of such Series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall of such Series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of a Series and the related Note Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) through 6.01(9) (solely in the case of Sections 6.01(8) and 6.01(9), only with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoCompany’s Subsidiaries) and 6.01(a)(viiiSection 6.01(11) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0312.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, be released from each of their obligations under the covenants contained in Sections 4.0310.05, 4.0410.06, 4.0510.07, 4.0710.08, 4.0810.09, 4.0910.10, 4.1010.11, 4.1110.12, 4.1210.13, 4.1310.14, 4.14 and 4.15 hereof and clauses 10.15, 10.16, 10.17, 10.18, clause (iv) and (v3) of the first paragraph of Section 5.01(a), Sections 5.01(c8.01 and any covenant provided pursuant to Section 9.01(ii) and 5.01(d) hereof with respect to the outstanding Notes Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof 12.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities and the Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof5.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, Section 6.01(a)(iiiSections 5.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 5.01(5) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18, 4.21, 4.22, 4.23 and 4.15 hereof and clauses (iv5.01(a)(iii) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed not to be outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section Sections 6.01(a)(iii) through (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(viix) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to either series of Notes, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released with respect to that series of Notes from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.084.08 and 4.09 hereof, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof the Guarantors will be released from their obligations with respect to the outstanding Notes related Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall of that series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such the Notes shall of that series will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means with respect to either series of Notes that, with respect to the outstanding Notes of that series and the related Note Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes of that series and the related Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofwith respect to either series of Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) inclusive hereof shall will not constitute Events of DefaultDefault with respect to Notes of that series.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv4) and (v5) of Section 5.01(a), and Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), (4), (5), (6), (7) (solely with respect only as such clause 7 applies to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries), 6.01(a)(iv(8) (only as such clause 8 applies to Significant Subsidiaries), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto9) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s 's exercise under Section 8.01 hereof 401 of the option applicable to this Section 8.03403, (i) the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be released from their any obligations under the covenants contained in Section 704, Section 801, Sections 4.031004 through 1009, 4.04inclusive, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 such other obligations as shall be set forth in any supplemental indenture for the Securities hereof and clauses (ivii) the occurrence of any event specified in Sections 501(3), 501(4) (with respect to any of Section 704, Section 801, Sections 1004 through 1009, inclusive, and such other obligations as shall be set forth in any supplemental indenture for the Securities), 501(5) and (v501(9) shall be deemed not to be or result in an Event of Section 5.01(a)Default, Sections 5.01(c) and 5.01(d) hereof in each case, with respect to the outstanding Notes Outstanding Securities of the particular series, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes Securities of that series shall thereafter be deemed not “outstanding” "Outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "Outstanding" for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesOutstanding Securities of that series, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default default or an Event of Default under Section 6.01 hereof, subsection 501(3) but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities of that series shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, and clauses (iv4), (5), (6) and (v7) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0312.03, the Issuer Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, be released from each of their obligations under the covenants contained in Sections 4.0310.05, 4.0410.06, 4.0510.07, 4.0710.08, 4.0810.09, 4.0910.10, 4.1010.11, 4.1110.12, 4.1210.13, 4.1310.14, 4.14 and 4.15 hereof and clauses 10.15, 10.16, 10.17, 10.18, clause (iv) and (v3) of the first paragraph of Section 5.01(a), Sections 5.01(c8.01 and any covenant provided pursuant to Section 9.01(ii) and 5.01(d) hereof with respect to the outstanding Notes Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof 12.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities and the Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof5.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, Section 6.01(a)(iiiSections 5.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 5.01(5) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer ARP and the Guarantors Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a4.15, 4.18, 5.01(a)(iii), Sections 5.01(c) and 5.01(d5.01(e) hereof and any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Issuers and the Guarantees, the Issuer and the Guarantors Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(iii), (iv), (v), (vi), (vii) (solely with respect to Significant Subsidiaries of the covenants that are released upon a Covenant DefeasanceCompany), 6.01(a)(iv(viii), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoix) and 6.01(a)(viii(x) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes Notes, and the Guarantors will be released from their obligations with respect to the Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) inclusive hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof and 4.17 hereof, clauses (iv4) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s 's exercise under Section 8.01 hereof 5.02 of the option applicable to this Section 8.035.04, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be released from their any obligations under the covenants contained in Sections 4.039.01, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses 11.04 (iv) and (v) of Section 5.01(aonly with respect to Subsidiaries), 11.05, 11.06, 11.08 and 11.09 hereof or established pursuant to Sections 5.01(c) and 5.01(d) 3.01 or 10.01 hereof with respect to the outstanding Notes Outstanding Securities of the particular series on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes Securities of that series and any coupons appertaining thereto shall thereafter be deemed not “outstanding” "Outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "Outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities of that series and the Guaranteesany coupons appertaining thereto, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default default or an Event of Default under Section 6.01 hereof6.01(4) or any Event of Default specified pursuant to Section 3.01 or 10.01. In addition, but, except the events specified in Section 6.01(5) (with respect to Significant Subsidiaries) and Section 6.01(7) (with respect to Significant Subsidiaries) shall no longer constitute an Event of Default. Except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities of that series shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivD) and through (vE) of Section 5.01(a5.01(a)(i), Sections 5.01(cSection 5.01(d) and 5.01(dSection 5.01(e) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01.c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01.d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01.f) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01.g) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01.h) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv4), (5), (6) and (v7) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(h) hereof shall will not constitute Events of Default.”

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, and 4.15 4.17 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Section 3.2, 4.043.3, 4.053.4, 4.073.5, 4.083.6, 4.093.7, 4.103.8, 4.113.9, 4.12, 4.13, 4.14 Section 3.16 and 4.15 hereof and clauses clause (iv) and (viii) of Section 5.01(a), Sections 5.01(c) and 5.01(d4.1(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.1, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii) clauses (solely with respect to the covenants that are released upon a Covenant Defeasance3), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5) and 6.01(a)(viii(7) hereof of Section 6.1 shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23 and 4.15 4.24 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto6), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) 7), (8) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 relating to one or more series of Securities, the Issuer and the Guarantors Company shall, subject to upon the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.06 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes Securities of the applicable series, and under any other covenants specified in the supplemental indenture or other terms of the applicable series as covenants to which this Section 8.03 apply, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes Securities of the applicable series shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes the Securities of the applicable series shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and "outstanding" Securities of the Guaranteesapplicable series, the Issuer and the Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.23 and 4.15 4.24 hereof and clauses clause (iv) and (v3) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section ‎Section 8.01 hereof of the option applicable to this Section ‎Section 8.03, the Issuer Issuers and the Guarantors shall, with respect to a Series of Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof‎Section 8.04, be released from their obligations under the covenants contained in Sections 4.03‎3.08, 4.04‎4.02, 4.05‎4.03, 4.07‎4.04, 4.08‎4.05, 4.09‎4.06, 4.10‎4.07, 4.11‎4.08, 4.12‎4.09, 4.13‎4.10 and ‎4.11, 4.14 and 4.15 hereof and clauses (ivii) and (viii) of Section ‎Section 5.01(a), Sections 5.01(cand ‎Section 5.01(c)(i) and 5.01(d) hereof with respect to the all outstanding Notes of such Series and the related Guarantees, on and after the date the conditions set forth in Section ‎Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes of such Series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes of an applicable Series and the related Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof‎Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes of such Series and the Guarantees of such Series of Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section ‎Section 8.01 hereof of the option applicable to this Section 8.03 hereof‎Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof‎Section 8.04, Section ‎Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv‎6.01(a)(iv), 6.01(a)(v‎6.01(a)(v), 6.01(a)(vi‎6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii‎6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii‎6.01(a)(viii) hereof shall not constitute Default or Events of Default.. #94579868v11

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 ‎Section 8.1 hereof of the option applicable to this Section 8.03‎Section 8.3, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 ‎Section 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Section 3.2, 4.043.3, 4.053.4, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 3.5 and 4.15 hereof 3.9 and clauses ‎Section 4.1 (ivexcept ‎Section 4.1(a)(i) and (v) of Section 5.01(a‎(ii), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 ‎Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 ‎Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 ‎Section 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 ‎Section 8.4 hereof, Section 6.01(a)(iiiSections ‎6.1(a)(iii) (solely other than with respect to the covenants that are released upon a Covenant Defeasance‎Sections 4.1(a)(i) and ‎4.1(a)(ii)), 6.01(a)(iv‎6.1(a)(iv), 6.01(a)(v‎6.1(a)(vii) (with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(viand‎ 6.1(a)(viii) (solely with respect only to Restricted Subsidiaries subject theretoa Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to 146 the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section ‎Section 8.01 hereof of the option applicable to this Section ‎Section 8.03, the Issuer and the Guarantors shall, with respect to the Notes, subject to the satisfaction of the conditions set forth in Section ‎Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03‎3.08, 4.04‎4.03, 4.05‎4.04, 4.07‎4.05, 4.08‎4.07, 4.09‎4.08, 4.10‎4.09, 4.11‎4.10, 4.12‎4.11, 4.13‎4.12, 4.14 ‎4.13, ‎4.14 and 4.15 hereof ‎4.15 hereof, and clauses (ivclause ‎(ii) of ‎Section 5.01(a) and (v) of Section 5.01(a), Sections 5.01(c) and ‎Section 5.01(d) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section ‎Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section ‎Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees of the Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section ‎Section 8.01 hereof of the option applicable to this Section ‎Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section ‎Section 8.04 hereof, Section ‎Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(ivSection ‎6.01(a)(iv), 6.01(a)(vSection ‎6.01(a)(v), ‎Section 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viiSection ‎6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiiSection ‎6.01(a)(viii) hereof shall not constitute Default or Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise by the Issuers and the Parent Guarantor under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors Parent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations applicable to Notes of any series under the covenants contained in Article 5 and Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.16, 4.17, 4.19 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 10.01 with respect to the such series of outstanding Notes and the related Note Guarantee on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such series of Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of the applicable series and the Guaranteesrelated Note Guarantee, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default. In addition, upon Covenant Defeasance, the Note Guarantee will be released.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations under the covenants contained in Article 4 (other than Sections 4.034.01 and 4.13), 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv1), (3), (4) and (v5) of Section 5.01(a), Sections 5.01(cand Section 5.01(b) and 5.01(d) hereof with respect to the outstanding Notes and Note Guarantees on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 13.06, any collateral then securing the Notes or the Note Guarantees shall be released and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any default thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Company, the Co-Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(a)(3), 6.01(a)(iv6.01(a)(4), 6.01(a)(v6.01(a)(5), 6.01(a)(vi6.01(a)(6), 6.01(a)(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithat are Significant Subsidiaries or any group of Restricted Subsidiaries that collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) and 6.01(a)(8) (solely with respect to Restricted Subsidiaries subject theretoor any group of Restricted Subsidiaries that collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) and 6.01(a)(viiiwould constitute a Significant Subsidiary) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, shall subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof hereof, and clauses (ivii) and (viii) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(f) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Default or Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.15 4.22 hereof and clauses clause (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding First Mortgage Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“hereinafter, "Covenant Defeasance”"), and the First Mortgage Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such First Mortgage Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesFirst Mortgage Notes, the Issuer and the Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such First Mortgage Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(f) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.037.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Article 4 hereof, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses clause (iv) and (v3) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof and Sections 4.3, 4.5, 4.6 and 4.7 of the Original Indenture, in each case with respect to the outstanding Notes Notes, and the Guarantors will be deemed to have been discharged from their obligations with respect to all Guarantees on and after the date the conditions set forth in Section 8.04 7.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.03 hereof7.03, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, Section 6.01(a)(iii) Sections 6.01 (solely with respect to the covenants that are released upon a Covenant Defeasance3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6) and 6.01(a)(viii(7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in 87 Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24 and 4.15 4.25 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall will thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Notes, Note Guarantees and the GuaranteesSecurity Documents, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Notes, Note Guarantees and the Guarantees shall Security Documents will be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(6) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17 and 4.15 hereof and clauses 4.18, clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof Section 9.06, with respect to the outstanding Notes Notes, and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture, the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and Indenture, such Notes and the such Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Sections 6.01(a)(2) (only to the extent due to the failure of the Issuer to comply with Section 6.01(a)(iiiSection 5.01(a)(4), 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together as of the covenants that are released upon date of the most recent audited financial statements of the Issuer, would constitute a Covenant DefeasanceSignificant Subsidiary), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi6.01(a)(9) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries subject theretothat, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary) and 6.01(a)(10), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof in each case shall not constitute Events of Default. If the Issuer exercises the Covenant Defeasance option, the Liens on the Collateral will be released and Guarantees in effect at that time will terminate.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv4) and (v5) of Section 5.01(a), and Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.18 and 4.15 4.19 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes Notes, and the Guarantors will be released from their obligations with respect to the Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) inclusive hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Parent and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.044.04(b), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.17 and 4.15 hereof and clauses (iv4.18 hereof, Section 5.01(a)(4) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(e)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers, the Parent and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 and 4.15 4.16 hereof and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 10.07 hereof and the Notes shall and Note Guarantees will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall and the Note Guarantees will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors Guarantors, if any, may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 6.01(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(a)(3) (solely with respect to the extent relating to the covenants that are released upon a subject to Covenant Defeasance), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5) and 6.01(a)(viii) (8) hereof shall will not constitute Events of Default. Notwithstanding anything to the contrary contained herein, the Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Covenant Defeasance.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to any series of Notes, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”)) with respect to the Notes of such series, and the Notes shall of such series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of the Notes of such series (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall of such series will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of a series and Note Guarantees with respect to the GuaranteesNotes of such series, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default with respect to the Notes of such series under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes of such series and Note Guarantees with respect to the Guarantees shall Notes of such series will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof with respect to any series of Notes of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of DefaultDefault with respect to such series of Notes.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4,17, 4.18 and 4.15 4.19 hereof and clauses clause (iv) and (vc) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) through (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) 8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0312.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.039.03, 4.049.04, 4.059.05, 4.079.07, 4.089.08, 4.099.09, 4.109.10, 4.119.11, 4.129.12, 4.139.13, 4.14 9.14, 9.15, 9.17, 9.18 and 4.15 9.19 hereof and clauses (iv) and (v) of Section 5.01(a10.01(a), Sections 5.01(c10.01(c) and 5.01(d10.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 12.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 11.01 hereof, but, except as specified above, the remainder of this Indenture Note Purchase Agreement and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 12.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, Section 6.01(a)(iii11.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv11.01(a)(iv), 6.01(a)(v11.01(a)(v), 6.01(a)(vi11.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii11.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii11.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.22 and 4.15 hereof 4.23 and clauses (iv) Articles 5, 10 and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 11 hereof with respect to the outstanding Notes and Note Guarantees on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“Covenant Defeasance”hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Issuers and the Guarantees, the Issuer and the Note Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretothrough 6.01(h) and 6.01(a)(viii6.01(k) and 6.01 (l) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv4) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) and Article 11 hereof and the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Guarantees and the GuaranteesSecurity Documents, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Notes, the Guarantees and the Guarantees Security Documents shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Restricted Subsidiaries of Xxxx Las Vegas and the any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.13 and 4.15 through 4.30 inclusive hereof and clauses clause (iv) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and each of the Guarantors released may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasancethrough 6.01(h), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSection 6.01(j) and 6.01(a)(viiiSections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.23 and 4.15 4.24 hereof and clauses clause (iv) and (v3) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.02(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (v4) of the first paragraph of Section 5.01(a), Sections 5.01(c) 5.01 hereof and 5.01(d) the first sentence of the second paragraph of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(5) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3 with respect to Securities of any series, the Issuer and the Guarantors Issuers shall, with respect to such series of Securities, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from their obligations respective Obligations under the covenants contained in Sections 4.03Section 3.2 and Section 3.3, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes Securities of such series on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”)) and each Guarantor, if applicable, shall be released from all of its Obligations under its Securities Guarantee with respect to such series of Securities, and the Notes Securities of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such series (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesSecurities of such series, the Issuer Issuers and the any Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Securities shall be unaffected thereby. In addition, upon If the Issuer’s Issuers exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, payment of the Securities of such series may not be accelerated because of an Event of Default specified in Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default6.1.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.033.2, 4.043.3, 4.053.4, 4.073.5, 4.083.6, 4.093.7, 4.103.8, 4.113.9, 4.123.10, 4.133.12 (except with respect to the Issuer), 4.14 3.13, 3.18, 3.19 and 4.15 hereof and clauses Section 4.1 (ivexcept Section 4.1(a)(1) and (v) of Section 5.01(aa)(2), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date of the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 6.1 hereof, but, except as specified abovein this Section 8.3, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii6.1(a)(3) (solely with respect to the defeased covenants that are released upon a Covenant Defeasancelisted above), 6.01(a)(iv(4), 6.01(a)(v(5) (with respect only to a Guarantor that is a Significant Subsidiary), 6.01(a)(vi(6) (solely with respect only to Restricted Subsidiaries subject theretoa Guarantor that is a Significant Subsidiary), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto7) and 6.01(a)(viii) (8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18 and 4.15 hereof 4.19 and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) 5.01 and 5.01(d) Section 10.04 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) Sections 6.01(3), (solely 4), (5), (6), (7), (8) (with respect to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries only), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi(9) (solely with respect to Restricted Significant Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoonly) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16 and 4.15 4.19 hereof and clauses (iv4) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoother than the Co-Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoother than the Co-Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 4.18 hereof and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuers and each of the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(6) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the The Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be released from their obligations with respect to the Notes and the Guarantees under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.12 and 4.13, 4.14 and 4.15 hereof and clauses clause (iv) and (viii) of Section 5.01(a)4.14, Sections 5.01(cSection 4.15, Section 4.18 and Article 6 (except for Section 6.03) and 5.01(d) hereof with respect to the outstanding Notes each Guarantor’s obligation under its Guarantee, on and after the date that the conditions set forth in Section 8.04 hereof 8.03 are satisfied satisfied, the Liens on the Collateral granted under the Security Documents shall be released (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” outstanding for all other purposes hereunder (it being understood that such the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuer, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 5.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject Subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, Section 6.01(a)(iiiSections 5.01(iii) (solely with respect to the covenants that are released upon a Covenant Defeasanceso defeased), 6.01(a)(iv5.01(iv), 6.01(a)(v5.01(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto5.01(vi), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5.01(ix) and 6.01(a)(viii5.01(x) hereof shall not constitute Events of DefaultDefault or Defaults hereunder.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.033.09, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.19 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant 74 81 added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Section 3.2, 4.043.3, 4.053.4, 4.073.5, 4.083.6, 4.093.14, 4.10, 4.11, 4.12, 4.13, 4.14 3.15 and 4.15 hereof and clauses Section 4.1 (ivexcept Section 4.1(a)(i) and (v) of Section 5.01(aa)(ii), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 6.1 hereof, but, except as specified abovein this Section, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iiiSections 6.1(a)(iii) (solely with respect to the defeased covenants that are released upon a Covenant Defeasancelisted above), 6.01(a)(iv6.1(a)(iv), 6.01(a)(v6.1(a)(v) (with respect only to the Company and a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(vi6.1(a)(vi) (solely with respect only to Restricted Subsidiaries subject theretothe Company and a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.1(a)(vii) and 6.01(a)(viii6.1(a)(viii) hereof shall not constitute Events of DefaultDefault and payment of the Notes may not be accelerated because of an Event of Default under these provisions. On and after the date of Covenant Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically be released, terminated and discharged.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(f) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section Sections 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Restricted Subsidiaries of Wxxx Las Vegas and the any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.13 and 4.15 through 4.29 inclusive hereof and clauses clause (iv) and (v5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers and each of the Guarantors released may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasancethrough 6.01(h), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSection 6.01(j) and 6.01(a)(viiiSections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.033.10, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations under the covenants contained in Sections 4.03‎3.09, 4.04‎4.03, 4.05‎4.06, 4.07‎4.08, 4.08‎4.09, 4.09, ‎ 4.10, 4.11, 4.12, ‎ 4.13, 4.14 ‎4.14, ‎4.15, ‎4.16, ‎4.17 and 4.15 hereof and clauses clause (iv) and (v4) of Section ‎Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes Notes, and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture Indenture, and such Notes and the Guarantees shall be unaffected thereby. In addition, upon Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, an Event of Default specified in Section 6.01(a)(iii6.01(a)(3) (solely only with respect to the covenants that are released upon as a result of such Covenant Defeasance), 6.01(a)(ivSection 6.01(a)(4) that resulted solely from the failure of the Company to comply with clause (4) of Section 5.01(a), 6.01(a)(v6.01(a)(5) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(vi6.01(a)(6), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9), 6.01(a)(11) (solely with respect to Significant Subsidiaries or any group of Restricted Subsidiaries subject theretothat, taken together (as of the date of the latest audited financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) and 6.01(a)(12), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof in each case, shall not constitute Events an Event of Default.